Black Iron Inc. ("Black Iron" or the "Company")
(TSX:BKI)(FRANKFURT:BIN) today announced that its Board of
Directors has adopted a shareholder rights plan (the "Rights
Plan").
The Rights Plan has been adopted to ensure, to the extent
possible, that all shareholders of the Company are treated fairly
and equally in connection with any take-over bid or other
acquisition of control of the Company and that the Company's Board
of Directors is provided with adequate time to evaluate such a
take-over bid and, if appropriate, seek alternatives to maximize
shareholder value.
"The Rights Plan has not been adopted in response to any
specific take-over bid or other proposal to acquire control of
Black Iron and Black Iron is not aware of any such pending or
contemplated proposals," stated Bruce Humphrey, Chairman of Black
Iron. "In light of our recent announcement with regards to securing
a strong, respected, local development partner, and solidifying
infrastructure access for the Project, the Board decided we could
no longer ignore the large discrepancy that currently exists
between the traded market value for the Company and the Project
potential as outlined in our economic studies, including the
Bankable Feasibility Study. Today's adoption of the Rights Plan
provides shareholders with some added protection from an
opportunistic acquirer and ensures that a full value maximization
review can be completed before any take-over is completed."
A copy of the Rights Plan agreement will be made available on
SEDAR at www.sedar.com.
Shareholders and interested parties wishing to discuss the
adoption of the Rights Plan are encouraged to contact either Matt
Simpson or Michael McAllister at the numbers outlined at the end of
the news release.
Rights Plan Mechanics
At the close of business September 26, 2013, one right will be
issued and will automatically attach to each common share of Black
Iron (each a "Common Share") outstanding at that time without
further action required by shareholders. A right will also attach
to each Common Share issued from and after the date hereof.
Subject to the terms of the Rights Plan, and to certain
exceptions provided therein, the rights will become exercisable in
the event that any person and its related or joint parties,
acquires or announces its intention to acquire 20% or more of the
Company's outstanding shares without complying with the "Permitted
Bid" provisions of the Rights Plan or where the application of the
Rights Plan is not waived in accordance with its terms. The
"Permitted Bid" provisions prevent the dilutive effects of the
Rights Plan from operating if a take-over bid is made to all
holders of common shares of the Company (other than the bidder) by
way of a take-over bid circular that remains open for acceptance
for a minimum of 60 days and that satisfies certain other
conditions. If a take-over bid does not comply with the
requirements of the Rights Plan or where application of the Rights
Plan is not waived in accordance with its terms, the rights holders
(other than the acquiring person and its joint actors) will be
entitled to purchase additional common shares of the Company at a
significant discount to the market price.
The issuance of rights will not change the manner in which
shareholders currently trade their Common Shares. The rights trade
with, and are represented by, Common Share certificates, including
certificates issued prior to (insert date). Until such time as the
rights separate from the Common Shares and become exercisable,
rights certificates will not be distributed to shareholders.
The Rights Plan is subject to final approval of the Toronto
Stock Exchange, and requires confirmation by the Company's
shareholders on or before March 26, 2014 being within six months of
the Rights Plan's effective date. If the Rights Plan is not
confirmed by shareholders, the Rights Plan and all outstanding
rights will terminate and be void and of no further force and
effect.
About Black Iron
Black Iron is an iron ore exploration and development company,
advancing its 100 percent-owned Shymanivske project located in
Kryviy Rih, Ukraine. This project contains an NI 43-101 compliant
resource, with 645.8 Mt Measured and Indicated mineral resources,
consisting of 355.1 Mt Measured mineral resources grading 32.0%
Total iron and 19.5% Magnetic iron, and Indicated mineral resources
of 290.7 Mt grading 31.1% Total iron and 17.9% Magnetic iron, using
a cut-off grade of 10% Magnetic iron. Additionally, the project
contains 188.3 Mt of Inferred mineral resources grading 30.1% Total
iron and 18.4% Magnetic iron. The project is surrounded by five
other operating mines, including ArcelorMittal's iron ore complex.
The Company believes that existing infrastructure, including access
to power, rail and port facilities, will allow for a quick
development timeline to production. Further, the Company holds an
exploration permit for the adjacent Zelenivske project, which it
intends to further explore to determine its potential. Please visit
the Company's website at www.blackiron.com, follow us on Facebook:
BlackIronInc or Twitter: @BlackIronBKI or write us at
info@blackiron.com for more information.
The technical and scientific contents of this press release have
been prepared under the supervision of and have been reviewed and
approved by Matt Simpson, P.Eng, President and CEO of Black Iron
Inc., who is a Qualified Person as defined by NI 43-101. For
further information, please see the technical report of the
Company, which is available on SEDAR at www.sedar.com.
Forward-Looking Information
This press release contains forward-looking information.
Forward-looking information is based on what management believes to
be reasonable assumptions, opinions and estimates of the date such
statements are made based on information available to them at that
time, including those factors discussed in the section entitled
"Risk Factors" in the Company's annual information form for the
year ended December 31, 2011 (and dated March 26, 2012) or as may
be identified in the Company's public disclosure from time to time,
as filed under the Company's profile on SEDAR at www.sedar.com.
Forward-looking information may include, but is not limited to,
statements with respect to the execution of a commercial agreement
on terms acceptable to the Company, the effect of this PIA of the
Company and its project, the future financial or operating
performance of the Company, its subsidiaries and its projects, the
development of and the anticipated timing with respect to the
Shymanivske project, the ability to obtain financing; and the
impact of concerns relating to permitting, regulation, governmental
and local community relations. Generally, forward looking
information can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved".. Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking information, including but not limited to: general
business, economic, competitive, geopolitical and social
uncertainties; the actual results of current exploration
activities; other risks of the mining industry and the risks
described in the annual information form of the Company. Although
the Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward looking information. The Company
does not undertake to update any forward-looking information,
except in accordance with applicable securities laws.
Contacts: Black Iron Inc. Michael McAllister Manager, Investor
Relations +1 (416) 309-2950 Black Iron Inc. Matt Simpson President
& Chief Executive Officer +1 (416) 309-2138info@blackiron.com
www.blackiron.com
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